Conditional Sales Agreement

Conditional Sales Agreement
WITNESSETH THIS AGREEMENT dated _______________, 2012, by and between THE
STATE OF INDIANA acting through the Indiana Department of Administration, (“Seller”) and
________________________________, (“Buyer”).
In consideration of this Agreement, Seller and Buyer agree as follows:
1. Sale of Property. Seller agrees to sell to Buyer, and Buyer agrees to buy from Seller, the
following property (collectively, “Property”):
1.1
Property. The property commonly known as the Former INDOT Marion
Construction Lab, 206 N. Baldwin Ave., Marion, IN, Grant County, Indiana
described on the attached Exhibit A (“Land”) together with all buildings,
improvements and fixtures constructed or located on the Land (“Buildings”) and
all easements of record and rights benefiting or appurtenant to the Land
(collectively the “Property”), subject to all existing legal rights-of-way,
easements, conditions and restrictions of record.
1.2
Personal Property. No personal property is being sold or conveyed as a part of
this Purchase Agreement.
2. Purchase Price, Buyer’s Premium, and Manner of Payment. The total purchase price
(“Purchase Price”) to be paid for the Property shall be _____________________________
Dollars ($__________). The Purchase Price shall be payable as follows:
2.1
In conjunction with execution of this Agreement (the “Execution Date”), Buyer
shall submit ___________________________ Dollars ($_______________) to
Seller as earnest money (“Earnest Money”). In the event this Agreement is not
accepted by Seller, the Earnest Money shall be promptly returned to Buyer.
Upon acceptance of this Offer by Seller, such Earnest Money shall secure the
Buyer's performance of this Agreement and in the event of a default by Buyer in
the performance of its obligations herein specified, Seller shall have the right to
terminate this Agreement and the Earnest Money shall be paid to Seller as
liquidated damages as Seller’s sole remedy at law or in equity; and
2.2
The balance of the Purchase Price, subject to adjustments as set forth herein,
shall be payable in certified funds or by electronic transfer of funds on the
“Closing Date” (as hereinafter defined).
2.3
In addition to the Purchase Price, Buyer shall, at Closing as hereinafter defined,
pay Seller’s representative a 10% Buyer’s premium pursuant to the terms of a
separate addendum to this Agreement.
3. Contingencies and Inspection Period. The obligation of the Seller is contingent upon
approval of the transaction contemplated by this Agreement as required by IC 4-13-2-14.1, IC 413-2-14.2 and IC 4-20.5-7.
4. Closing. In the event that Seller has accepted this Agreement and the parties proceed to
closing, the closing of the purchase and sale contemplated by this Agreement (the “Closing”)
shall occur within thirty (30) days following State approval as set forth above (the “Closing
Date”), such final closing is subject to and conditional upon approval by the Office of the
Governor and the Indiana Attorney General, unless extended by mutual agreement of the
parties. The Closing shall take place at a time, place, and on a date agreeable by Seller and
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Buyer. The Buyer will be responsible for title fees, escrow fees, and costs charged by the
company with whom the earnest money is deposited as outlined in Section 5.1.
4.1
4.2
Seller’s Closing Documents. On the Closing Date, Seller shall have executed
and delivered or caused to be delivered to Buyer the following (collectively,
“Seller’s Closing Documents”), all in form and content reasonably satisfactory to
Buyer:
4.1.1
Deed. A Quitclaim Deed conveying the Property to Buyer, an exemplar
of such Quitclaim Deed is attached hereto as Exhibit B.
4.1.2
Documents. Copies of all contracts, permits and warranties affecting the
Property that will survive the Closing, if any.
4.1.3
Sales Disclosure Form. An Indiana sales disclosure form.
4.1.4
Other Documents. All other documents reasonably determined by Buyer
to be necessary to transfer title to the Property to Buyer free and clear
except Permitted Exceptions to Title.
Buyer’s Closing Documents. On the Closing Date, Buyer will execute and deliver
to Seller the following (collectively, “Buyer’s Closing Documents”):
4.2.1
Purchase Price. Funds representing the Purchase Price, by electronic
transfer of immediately available funds.
4.2.2
Assumption of Contracts, Permits, Warranties and Miscellaneous
Documents. An Assumption of Contracts, Permits and Warranties, if any,
assuming Seller’s obligations under such documents.
4.2.3
Sales Disclosure Form. An Indiana sales disclosure form.
4.2.4
Other Documents. All other documents reasonably determined by Seller
or Title Company to be necessary to complete the transaction
contemplated by this Agreement. Including a Vendor Information form
required by the State of Indiana Auditor’s Office, an exemplar of such
Vendor Information form is attached hereto as Exhibit C.
5. Allocation of Costs. Seller and Buyer agree to the following allocation of costs regarding this
Agreement:
5.1
Title Insurance and Closing Fee. Buyer shall be solely responsible for the
payment of all premiums and fees associated with title insurance, including any
and all closing fees or recording charges. Buyer shall be responsible for
payment, at or before Closing, of search fees charged by the title company from
whom Seller obtained a preliminary title review and commitment. Unless waived
by the title company, said closing fees shall be payable by Buyer whether or not
Buyer obtains a policy of title insurance.
5.2
Taxes and Assessments. The Property being conveyed is owned by the State of
Indiana and is exempt from all real property taxes. The Seller shall assume no
responsibility or liability for any real property taxes or other assessments from
which it is statutorily exempt. Buyer shall be solely responsible for, and
indemnify Seller against, any and all real property taxes assessed with respect to
the Real Property on or after Closing.
5.3
Utilities. Seller shall either ensure that utility service to the Property is
disconnected as of the Closing Date or shall cooperate with Buyer in having such
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utility services transferred to Seller’s account. All contracts relating to operating
the Property shall be canceled as of the Closing Date.
5.4
Attorney’s Fees. Each of the parties will pay its own attorney’s fees.
6. Evidence of Title. In the event that Buyer does not order and receive a commitment for title
insurance, Seller shall, at its expense, within ten (10) days after written request from Buyer,
furnish to Buyer a copy of the documents by which the State obtained or otherwise holds title or
a letter from the State Land Office describing the documents by which the State obtained and
otherwise holds title. Seller will cooperate with the Buyer or its title company in clarifying or
resolving any perceived deficiencies or clouds in the title, but shall not be required to incur any
expense beyond commitment of the time of the State Land Office. If such issues cannot be
resolved to Buyer’s satisfaction, Buyer may terminate this Agreement, and the Earnest Money, if
any, shall be returned.
7. Maintenance of the Real Property Prior to Closing. During the period from the date of
Seller’s acceptance of this Agreement to the Closing Date, Seller shall maintain the Property
and improvements in a reasonably prudent manner. Seller shall execute no contracts, leases or
other agreements regarding the Property between the date hereof and the Date of Closing that
are not terminable on or before the Closing Date, without the prior written consent of Buyer,
which consent may be withheld by Buyer at its sole discretion.
8. Representations and Warranties by Seller. Seller represents and warrants to Buyer as
follows:
8.1
Existence; Authority. Seller has the requisite power and authority to enter into
and perform this Agreement and to execute and deliver Seller’s Closing
Documents; such documents have been duly authorized by all necessary action.
8.2
Contracts. Seller has made available to Buyer a correct and complete copy of
any Contract and its amendments which will survive a closing hereunder, if any.
8.3
Operations. Seller has received no written notice of actual or threatened
cancellation or suspension of any utility services for any portion of the Property.
Seller has received no written notice of actual or threatened special assessments
or reassessments of the Property.
8.4
Litigation. To Seller’s knowledge, there is no litigation or proceeding pending or
threatened against or relating to the Property, nor does Seller know of or have
reasonable grounds to know of any basis for any such action or claim.
8.5
Physical Condition. Seller makes no representation or warranty concerning the
physical condition of the Property and puts Buyer to the obligation to satisfy itself
pursuant to the contingency contained in Section 3 above.
9. Casualty; Condemnation. If all or any part of the Property is materially damaged by fire,
casualty, the elements or any other cause, Seller shall immediately give notice to Buyer, and
Buyer shall have the right to terminate this Agreement and receive back all Earnest Money by
giving notice within thirty (30) days after Seller’s notice. If eminent domain proceedings are
threatened or commenced against all or any part of the Property, Seller shall immediately give
notice to Buyer, and Buyer shall have the right to terminate this Agreement and receive back all
Earnest Money by giving notice within thirty (30) days after Seller’s notice. Termination of this
Agreement and return of all Earnest Money are Seller’s sole remedies
10. Notices. Any notice required or permitted hereunder shall be given by personal delivery
upon an authorized representative of a party hereto; or if mailed by United States certified mail,
return receipt requested, postage prepaid; or if transmitted by facsimile copy followed by mailed
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notice; or if deposited cost paid with a nationally recognized, reputable overnight courier,
properly addressed as follows:
If to Seller:
With Copy to:
Commissioner
Indiana Department of Administration
402 W. Washington St., W479
Indianapolis, IN 46204
Attorney General
Office of the Indiana Attorney General
302 W. Washington St.
Indianapolis, IN 46204
If to Buyer:
With a Copy to:
Notices shall be deemed effective on the date of receipt. Any party may change its address for
the service of notice by giving notice of such change ten (10) days prior to the effective date of
such change.
11. Miscellaneous. The paragraph headings or captions appearing in this Agreement are for
convenience only, are not a part of this Agreement, and are not to be considered in interpreting
this Agreement. This written Agreement constitutes the complete agreement between the
parties and supersedes any prior oral or written agreements between the parties regarding the
Property. There are no verbal agreements that change this Agreement, and no waiver of any of
its terms will be effective unless in a writing executed by the parties. This Agreement binds and
benefits the parties and their successors and assigns. This Agreement has been made under
the laws of the State of Indiana, and any suit must be brought in an Indiana court of competent
jurisdiction.
12. Remedies. If Buyer defaults, and if Buyer fails to cure such default within ten (10) days of
the date of notice of such default from Seller, then Seller shall have the right to terminate this
Agreement by giving written notice of termination to Buyer. In the event of termination Seller will
receive the Earnest Money as liquidated damages, time being of the essence of this Agreement.
The termination of this Agreement and retention of the Earnest Money will be the sole remedy
available to Seller for such default by Buyer, and Buyer will not be liable for damages or specific
performance. Buyer’s sole remedy for any default by Seller shall be termination of this
Agreement and return of the Earnest Money.
13. Buyer’s Examination. Buyer is relying solely upon its own examination of the Property and
inspections in determining its physical condition, character, and suitability for Buyer’s intended
use of the Property and is not relying upon any representation by Seller or any broker, except
for those made by Seller directly to Buyer in writing in Exhibit D, which is attached to this
agreement. Buyer agrees and acknowledges that it is accepting the Property “AS IS” subject
to all faults of every kind and nature whatsoever, whether latent or patent, and whether now or
hereafter existing, and Buyer acknowledges that it has based its decision to purchase the
Property solely upon information obtained independently by Buyer. Buyer shall sign a Hold
Harmless Affidavit, an exemplar of such Hold Harmless Affidavit is attached hereto as
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Exhibit E. Buyer shall acquire the Property subject to all laws imposed upon the Property by
any governmental or quasi-governmental authority having jurisdiction thereof. Buyer represents
and warrants to Seller that Buyer has not relied, and will not rely, upon the representation or
statement, or the failure to make any representation or statement, by Seller or Seller’s agents,
employees or by any person acting or purporting to act on the behalf of Seller with respect to
the physical condition of the Property.
14. Compliance with Telephone Privacy. As required by IC 5-22-3-7:
(1) the Buyer and any principals of the Buyer certify that (A) the Buyer, except for de
minimis and nonsystematic violations, has not violated the terms of (i) IC 24-4.7 [Telephone
Solicitation Of Consumers], (ii) IC 24-5-12 [Telephone Solicitations] , or (iii) IC 24-5-14
[Regulation of Automatic Dialing Machines] in the previous three hundred sixty-five (365)
days, even if IC 24-4.7 is preempted by federal law; and (B) the Buyer will not violate the
terms of IC 24-4.7 for the duration of the Contract, even if IC 24-4.7 is preempted by federal
law.
(2) The Buyer and any principals of the Buyer certify that an affiliate or principal of the
Buyer and any agent acting on behalf of the Buyer or on behalf of an affiliate or principal of
the Buyer (A) except for de minimis and nonsystematic violations, has not violated the terms
of IC 24-4.7 in the previous three hundred sixty-five (365) days, even if IC 24-4.7 is
preempted by federal law; and (B) will not violate the terms of IC 24-4.7 for the duration of
the Contract, even if IC 24-4.7 is preempted by federal law.
15. Withdrawal of Offer. This Agreement shall be deemed to be withdrawn, unless accepted by
Seller, after one-hundred-fifty (150) days of delivery to Seller. In the event of a withdrawal
under this section, Buyer shall be entitled the return of the Earnest Money.
16. Additional terms.
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
17. Non-Collusion and Acceptance. The undersigned attests, subject to the penalties for
perjury, that he/she is the Buyer, or that he/she is the properly authorized representative, agent,
member or officer of the Buyer, that he/she has not, nor has any other member, employee,
representative, agent or officer of the Buyer, directly or indirectly, to the best of the
undersigned’s knowledge, entered into or offered to enter into any combination, collusion or
agreement to receive or pay, and that he/she has not received or paid any sum of money or
other consideration for the execution of this Property Purchase Agreement other than that which
appears upon the face of this Agreement.
In Witness Whereof, Buyer and the Seller have, through their duly authorized representatives,
entered into this Property Purchase Agreement. The parties, having read and understood the
foregoing terms, do by their respective signatures dated below hereby agree to the terms
thereof.
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BUYER:
Printed Name
Title
BUYER SHALL TAKE TITLE OF THE PROPERTY AS FOLLOWS:
BUYERS PRIMARY ADDRESS:
_____________________________________________________________________________________
SELLER:
State of Indiana acting through the Indiana Department of Administration.
By
For:
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EXHIBIT B
QUITCLAIM DEED
THIS INDENTURE WITNESSETH, that the STATE OF INDIANA, acting through the Governor
of the State of Indiana and the Commissioner of the Indiana Department of Administration, or their
respective designees, and by the authority of Indiana Code 4-20.5-7-11, RELEASES and QUITCLAIMS
to:
for good, valuable, and sufficient consideration, receipt of which is hereby acknowledged, the real property
located in ______________County, Indiana and more fully described on Exhibit A, attached hereto and
incorporated fully herein.
Subject to all existing legal rights-of-way, easements, conditions, and restrictions of record.
IN WITNESS WHEREOF, the undersigned have executed the foregoing Quitclaim Deed on behalf of the
State of Indiana this ________ day of _____________ 2011.
____________________________________
David L. Pippen, Designee for
Mitchell E. Daniels, Jr. Governor
State of Indiana )
County of Marion
)
)
ss:
Before me, a Notary in and for said County and State, personally appeared David L. Pippen, designee of
the Governor of Indiana pursuant to IC 4-20.5-7-17 (b), and acknowledged execution of the foregoing
Quitclaim Deed this ________ day of ___________ 2011.
Notary signature: ___________________________________
Notary name printed: ________________________________
My commission expires: __________________
I reside in _______________ County
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____________________________
Anthony Green, Designee for
Robert D. Wynkoop, Commissioner
Indiana Department of Administration
State of Indiana )
County of Marion
)
)
ss:
Before me, a Notary in and for said County and State, personally appeared Anthony Green, designee of the
Commissioner, Indiana Department of Administration, and acknowledged execution of the foregoing
Quitclaim Deed this ________ day of ___________ 2011.
Notary signature: ___________________________________
Notary name printed: ________________________________
My commission expires: __________________
I reside in _______________ County
Approved as to form and legality:
__________________________________
Gregory F. Zoeller, Attorney General
Date: ______________________
Send tax bills to: same address above
Filed in Indiana State Land Office:
This instrument prepared by Tim A. Grogg Esq. (Attorney No. 7316-03), Legal Counsel, Indiana
Department of Administration, 402 West Washington Street, W 479, Indianapolis, IN 46204. I affirm,
under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in
this document, unless required by law. ____________________________________
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Exhibit D
Property Conditions
Exhibit D
Property Conditions
Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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Exhibit D
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EXHIBIT E
Hold Harmless Affidavit
STATE OF INDIANA
)
)SS:
COUNTY OF ___________ )
AFFIDAVIT
Comes now the Affiant(s), _______________________________, and swear and
affirm to the following:.
1)
That the above Affiant(s) shall hold harmless and indemnify the
State of Indiana and its agent Indiana Department of Transportation and
accept
the property transfer through Quit Claim Deed without any Warrants and
receive
property As-Is.
SUBSCRIBED AND SWORN TO THIS _______DAY OF ________________,
20___.
__________________________
Affiant’s printed name
___________________________
Affiant’s signature
State of Indiana
)
) SS:
County of _________ )
Subscribed and sworn to before me a Notary Public this ______ day of _____________,
20___.
___________________________
Notary Public
A Resident of ________________ County Indiana
My Commission expires: ______________
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